News Column

Nighthawk Eliminates Secured Notes

Mar 8 2013 12:00AM

Marketwire

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TORONTO, ONTARIO -- (Marketwire) -- 03/08/13 -- Nighthawk Gold Corp. ("Nighthawk" or the "Company") (TSX VENTURE: NHK) is pleased to announce that it has eliminated the outstanding debt with the lenders who participated in the Company's January 2012 $7 million offering of secured notes ("Secured Notes").

Highlights

-- All amounts owed under the Secured Notes have been settled; -- $5.95 million of principal and interest was converted into common shares ("Common Shares") at $0.12 per share; and -- $2.05 million of principal and interest was paid from treasury;-- The primary participants in the debt conversion agreements (the "Settlement Agreements") were Osisko Mining Corporation ("Osisko"), Northfield Capital Corporation ("Northfield") and Dundee Corporation ("Dundee");-- A strong cash balance of $2.5 million remains in Nighthawk's treasury; and-- An additional $1 million in cash is expected to be released in March from a standby letter of credit previously posted in favor of Aboriginal Affairs and Northern Development Canada (see Company news release on January 26, 2012).



"Many of the key participants in the original Secured Note offering, which facilitated the purchase of the Colomac Gold Project last year, have again demonstrated their willingness to stand behind the Company by participating in the Debt Conversion Offering. As a result of the continued support of Osisko, Northfield and Dundee we have been able to clean up the Company's balance sheet while maintaining a healthy cash balance. We will now be in a strong position to continue advancing our Indin Lake Gold Project despite this challenging environment for junior exploration companies." commented David Wiley, CEO.

Nighthawk entered into Settlement Agreements with certain of the holders of the Secured Notes to convert the principal amounts owed to them under the Secured Notes and the interest accrued to date into Common Shares in the capital of the Company at a price of $0.12 per share. Pursuant to the Settlement Agreements, an aggregate amount of $5.95 million in principal and accrued interest was converted by the lenders into an aggregate of 49,599,132 Common Shares. In addition, an aggregate amount of $2.05 million was paid to the other holders of the Secured Notes, representing the remaining amount of principal and accrued interest.

The Common Shares issued in conjunction with the Settlement Agreements are subject to a hold period expiring July 9, 2013 in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws.

The issuance of the Common Shares remains subject to the final approval of the TSX Venture Exchange.

Nighthawk Gold Corp.

Nighthawk Gold Corp. (TSX VENTURE: NHK) is a Canadian-based exploration company focused on acquiring and developing gold mineral properties in the NWT, Canada. Its land position covers 222,203 acres or 900 square kilometres in the Indin Lake Gold Camp, located approximately 220 kilometres north of Yellowknife, NWT.

For more information about the Company, please visit www.nighthawkgold.com.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to the use of proceeds and TSX Venture Exchange acceptance. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nighthawk to be materially different from those expressed or implied by such forward-looking information, including risks associated with the exploration, development and mining such as economic factors as they effect exploration, future commodity prices, changes in foreign exchange and interest rates, actual results of current exploration activities, government regulation, political or economic developments, environmental risks, permitting timelines, capital expenditures, operating or technical difficulties in connection with development activities, employee relations, the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves, contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in Nighthawk's management discussion and analysis for the year ended July 31, 2012, available on www.sedar.com. Although Nighthawk has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Nighthawk does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.



Contacts:
Nighthawk Gold Corp.
David Wiley
President & CEO
(647) 260-1247
(416) 363-4567 (FAX)
dwiley@nighthawkgold.com
www.nighthawkgold.com

First Canadian Capital Corp.
Daniel Boase
Investor Relations
(416) 742-5600 ext 232
dboase@firstcanadiancapital.com





Source: Marketwire


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